Always Listening
by Mighty Dreamfinder
Summary: What nobody could have known that night when they faced an unknown being hiding in Rupert Pink's bedroom, was that they were being watched by someone else. Someone who knows all about fear. Someone who's been overlooked by everyone ... or so he thought. Because not even the Boogeyman himself is prepared for an encounter with the man called The Doctor. (Set during 'Listen.')


"Ah, yes, see this is why it's just too easy."

Pitch Black materialized within the shadows of a bedroom corner just as a lamp was turned on. The room's occupant, a young boy with dark skin and hair, bolted upright in a metal framed bed, breathing hard. His eyes swung around the room but they merely passed over the tall, spindly dark form in the corner. The Boogeyman was invisible to the child's perception, a fact that was unchanging with everyone in the world. Even though his name was known, he was not thought of as real. Despite his very strong involvement in causing night terrors to vulnerable little kids.

This particular facility for example, it was an orphanage. And such places were practically breeding grounds for children's fears. Uncertainty, doubt, bullying. They were tools that simply made his job and that of his followers all the more easier.

One of Pitch Black's inky blue, horse-like Nightmares reared up at the boy's bedside, having feasted on the bad dream the child had woken from. The shadowy creature was the size of a large dog. It trotted over to its master and Pitch cocked his head, smiling. "Aren't you a strong one? I suppose this one's fears are especially mighty."

The boy sat on the edge of his bed now, still trying to control his heavy breathing.

"You've done your duty. I'll take over from here," Pitch said, giving the Nightmare's neck a rewarding, single stroke.

The creature tossed its head and sprinted into the dark, vanishing completely. Its master raised a thoughtful brow and focused on the boy in the room. Going by how healthy and strong the Nightmare had turned into, he couldn't see why he shouldn't take this opportunity to spawn more from the little boy's fears.

The Boogeyman sauntered gracefully away from his corner toward the bed, concentrating on hearing the boy's fears. "You're scared. I know. Scared of something hiding under the bed to reach out and grab you." He smirked. That was a classic fear. He was proud to have been the one who started it nearly a whole lifetime ago.

The boy shivered. Although he couldn't personally hear Pitch Black's words, they were nevertheless able to reach his fears and provoke a response.

"Especially at night, when the unexpected can happen in utter darkness." Pitch Black strode around the bed as the boy slide from the mattress to the floor to duck his head quickly under the bed to check for anything. On finding nothing, he switched to leaning against the bed and drew his knees toward himself tightly. His breathing was calming, and he visibly relaxed.

Pitch Black narrowed his eyes and stopped on sensing the drop in fear. Not to be discouraged, he strode around to the opposite side of the bed. "Of course, you can never be too certain. For all you know, you could have missed seeing a hider change hiding places. It's a good sized room. And now you've turned your back to the bed." He paused and folded his hands behind his back. Pitch chuckled. "I'm surprised you're even still _near_ the bed."

The boy's breath hitched and he lurched to his feet in response, backing away and throwing a nervous glare toward the empty space beneath his bed. From where Pitch stood on the other side of the room, he could tell the child wasn't about to let go of his fears just yet. The Boogeyman glanced around the bedroom. Even with the lamp turned on, the light was dim and cast the place in an eerie paleness. Shadows lingered in the corners, and the window was open to a dark, misty night outside. Pitch smiled and lifted a hand, already planning a good round of unexplained surprises for the room. The window could bang shut. The lamp light snuffed out. The door yanking open with no one on the other side. A perfect setting to spike fears and create new Nightmares.

A noise drifted up to the open window. Pitch glanced at it with dull curiosity, but the boy darted over to it, likely searching for any distraction he could find. When the boy started to speak to someone outside, Pitch silently snarled in annoyance and finally made his way to stand behind the boy and bend over, peering over his head to scan the surroundings outside.

A grown woman wearing what looked more like evening wear than maintenance clothing stood on the grass in the darkness, looking up at the child. "Are you scared, Rupert?" she asked.

The boy tensed.

The woman informed him that she was on her way and headed for the front door. Rupert pulled back from the window and retreated further into his room with a mild frown. Pitch blinked and shrugged, easing himself to leaning his back into the open window and the darkness beyond. "I'm just as confused as you are, boy."

* * *

The woman came to see Rupert as she had promised and calmly went into the common adult mode of reassuring a scared child that there was nothing to be scared of at all. Watching her exchange conversation with the boy from where he leaned in the corner again, Pitch had his arms crossed and found himself nearly sulking. He would have been able to create stronger Nightmares through the boy if not for this surprise visitor. Adults were always disappointing. The woman didn't even look like she belonged here, dark hair pinned back, heavy makeup framing her eyes and a fancy jacket over a short dress. She looked ready for a romantic date. Why was she here at all?

Clara, as she'd called herself, walked around to the other side of the bed and bent over, peering beneath it. She glanced at Rupert. "You know what's under the bed, Rupert?"

The boy's brow knitted in unease. "What?"

She flashed him a playful grin. "Me!" And under the bed she went.

The Boogeyman scoffed and rolled his eyes. That was quite enough. Time to give up and move on. The chance to cultivate strong Nightmares was tempting, but there was nothing that would make him stay and be insulted by such ridiculousness. He stalked toward the window. "Well, the night is still young. There are others I can visit without interruption."

And then the bed-frame creaked noisily.

Pitch Black turned. A shape sat on the bed now, concealed under a red bedspread from head to toe. He could hear Clara and Rupert whispering shakily under the bed, the boy insistent that no one had come in. They rolled out and Clara was at the boy's side in an instant, staring bluntly at the mound-like shape on the bed. "Who's this?" She took Rupert's arm and lightly shook it, her voice still hanging onto the lightness from earlier. "Is this a friend of yours playing a game?"

Rupert solemnly shook his head.

"Playing a trick are you, hey? Little trick on Rupert here?"

The thing under the blanket slowly began to rise.

" … Okay. It's not funny, this, you know."

An interesting turn. Now the adult was nervous, too. Pitch phased through the shadows to the other side of the room, behind the covered figure on the bed, and watched with rising amusement as both boy and woman huddled together across the room, Clara maintaining a strong gaze at the shape while keeping a secure arm across Rupert's shoulders.

Another light suddenly turned on and everyone's heads swung to the set of book shelves. A graying man sat in a chair, leafing through a book. Pitch had to steel himself; he'd been startled. How had he missed this new stranger's appearance?

"Where is he?" the man asked, flipping through the book.

Clara raised her eyebrows, glancing from the man to the unknown thing under the blanket. "Doctor?"

"I can't find him. Can you find him?"

"Find who?"

"Wally."

"Wally?"

The Doctor frowned. "He's nowhere in this book."

"It's not a 'Where's Wally' one," Rupert spoke up. Clara continued to look between the man and the bed, unease and exasperation radiating off her expression.

Pitch, too, felt dumbfounded. The older man in the chair was acting clueless. On hearing that 'Wally' wasn't in every book, the gray haired man raised his eyebrows. "Well there's a few years of my life I'll be needing back."

In a flash, he'd tossed the book aside and stood, bending to whisper at the boy's level, "Are you scared?" He walked around Rupert in a circle, seriousness weighing down his careful voice. "The thing on the bed … whatever it is, look at it; does it scare you?"

"Yes."

"Well that's good. Want to know why that's good? Let me tell you about _scared_."

This was unexpectedly different. There wasn't a trace of amusement or dismissive undertones in this Doctor. Pitch could only watch with a wary eye as he studied the man while he launched into his explanation about fear.

"Your heart is beating so hard I can feel it in your hands. There's so much blood and oxygen pumping through your brain it's like _rocket_ fuel."

His voice became gruff with excitement. "Right now you can run faster, and you can fight harder, you can jump higher than ever in your life and you are so alert it's like you can _slow down time_."

The Doctor knelt and looked up into the boy's stoic face. "What's wrong with _scared_? Scared is a superpower – it's your superpower, _'there is danger in this room!'_ And guess what? It's you!" He leaned toward the boy. "Do you feel it?"

Rupert nodded.

The Doctor motioned a thumb backwards at the hider on the bed. "You think _he_ feels it? You think he's _scared_? Naaahhh." He grinned almost gleefully and nodded his head toward the hider. "Loser."

 _Finally._

Pitch stepped back and blinked. For years he'd never heard anyone, child or adult, speak the truth about fear. It wasn't something to be disdained or dreaded. It was part of life. It was needed. Someone finally had the brains to say so. This ridiculous old stranger knew the truth. And even while he said those things, the Boogeyman could still sense it – fear from all three of them. He watched in silence as the Doctor persuaded the two others to turn their back on the hider with him, and they moved to stand at the window and stare out at the blackness. They exchanged some tense words and it became very apparent that all three of them firmly believed they were in possible danger.

"You on the bed. I'm talking to you now." The Doctor's thick voice rang clear and strong. "Go in peace. We won't look."

"Won't look? Whatever do you mean?" Pitch found himself leaning forward from his side of the room. Perhaps later he would scold himself for addressing non believers in vain. Now, he was too intrigued at the turn of events.

"Just go. If all you want to do is stay hidden, it's okay. Just leave."

The hider rose, blanket and all, and walked up behind them. Clara slowly turned her head toward the Doctor and whispered, "Is it gone?"

The Doctor did not relax. If anything, he became even more tense. "Don't look round. Not yet."

Rupert's breathing was labored again. "I can't hear anything ..."

"Don't. Look. Round."

Rupert began to turn himself. The Doctor's voice burst into a tumble of anxious orders. "Look away, look away now – Don't look at it! Don't look round. Don't look at the reflection."

"What is it?"

"Imagine a thing that must never be seen. What would it do if you saw it?"

"I don't know!"

"Neither do I!"

As Pitch Black watched, the hider pulled off the blanket. He blinked and smirked weakly. Still, seeing what they were terrorized over didn't erase the fact he wasn't sure what he thought about their reaction. Don't look at it. As if not facing a fear would save you. Even now, the Doctor was ordering them to close their eyes. "Promise you're never going to look at it."

"I promise never to look."

The intrigue slowly began to seep away from Pitch Black. He watched coldly as the apparent danger left the room, shutting the door so quickly that even he was impressed at the effect. Everyone turned around to find they were alone. They began to relax. He could sense their fears weakening; they thought they'd done it. By turning their backs, refusing to look at what they feared. They thought they had won.

The King of Nightmares scowled as the Doctor's eyes swept over the bedroom carefully, looking right at him, and past him. "Idiots."

* * *

 _20 years later._

It was simply curiosity that prompted Pitch Black to examine the sudden appearance of the odd, blue police box that appeared on a street corner one night within the United Kingdom. When he phased inside and stepped into a dim, lower area, he froze, eyes growing wide. He pressed a gray hand to his chest. An odd sensation seemed to spark through him, like a chill. Which was ridiculous. He never felt cold. It was more searching, anyhow … as if someone had looked inside him. He bristled at the thought of being watched, even as he realized there wasn't a soul on earth who could see him, other than the Guardians.

Wherever he was, it made no sense. The large, circular room was both bright and dark at the same time. Stairs led up to a main platform of the chamber, where a central console descended from the ceiling. Along the upper part of the walls was a third level bordering the edge of the chamber. Book cases lined the third level. A graying man in a dark suit stood in front of a chalkboard.

Pitch squinted. He reared backwards, hissing, "What? It can't be."

It was the man who believed in being scared. The Doctor man who searched for Wally. The idiot who chose not to turn round and look; face fear.

The two strongest points that stayed with Pitch ever since the night in Rupert's bedroom were how the Doctor handled fear, and yet how he still got it wrong. Hearing a human with a perspective of fear being good filled the Boogeyman with a sense of hope. That someone finally got it right and knew fear had its rightful purpose in the world. Fear wasn't an enemy. Of course, after slipping away from Rupert's bedroom and leaving the frightened trio behind to fumble with their feelings, Pitch realized his angry disappointment wasn't truly aimed at this Doctor man. After all, he'd chosen not to face the being under the blanket. Somehow, to Pitch Black's unease, he had reacted as if the Doctor had been refusing to look at _him_. Which made him feel ridiculous for acting on such an unreasonable idea.

"You make absolutely no sense." Pitch took a step forward, staring up at the third level. The Doctor's black back shifted as he absently sidestepped, still facing the chalkboard, entirely unaware of his visitor. "You possess the right belief when it comes to fear and you told that child the truth. I don't know what you thought was in the room with you, but you weren't in any true danger."

As Pitch spoke aloud he walked up the stairs to the main level, not bothering to warp through the shadows. He'd never seen a place such as this, after all, so he would take the time to walk around. Hands folded behind his back, the Boogeyman frowned at the wacky console in the center of the chamber. "You nearly got it right, too, you know. Fear isn't something you hide from. Where on Earth did you get the idea that a creature exists that should never be seen, anyway? To exist is a gift."

Pitch paused and glared up at the Doctor's back, mounting frustration in his tone. It was starting to come back to him. The feeling as if the Doctor's address on fear and his actions had been aimed at him, not the hider on the bed. Despite the absurdity of these feelings, Pitch couldn't help it; he had to make himself known, even if his voice was unheard of. "Because frightening beings do exist, and we do want to be seen. I've existed for countless centuries. I'm practically the king of fear by now. And I don't want to stay hidden, like you assumed – I'm right here. And I do _listen_."

The Doctor groaned and tilted his head back. "Could you tone done the acidity, please? You're starting to sound more like the king of drama. I'm trying to think."

The Boogeyman went entirely frozen, eyes bulging from his head. It took him a whole twenty seconds to find his tongue. "Did you just speak to … me?"

"Well since I'm not talking to the world's greatest hider, guess I am." The Doctor spun on his heel and leaned on the railing, staring down at Pitch. Not an ounce of surprise marked his aged face. He smiled, but it looked more like a smirk. He slowly asked, "Did I scare you?"

Pitch recoiled. "No. No, I just ..." He blinked and eyed the man on the upper level. "Do you really, really see me?"

"Yeah, of course." How careless the Doctor sounded. "I became aware you were in here ever since the TARDIS detected you. Now, normally not just anybody can warp inside here, but I've recently had the safeguards turned off. Better fix that."

"You truly see me."

"Yes, I can see you."

Pitch opened his mouth, but the Doctor added, "By the way, you going to let me know?"

"Know what?"

"Who was actually hiding under young Rupert's blanket?"

Pitch stiffened as truth barreled down on him. He hadn't gone unseen that night at all. The Doctor knew he had been there in the room! "Then you ignored me."

The graying man waved a hand. "You weren't the priority. I was chasing something else. So, who was it? Under the blanket?"

The Boogeyman kept his mouth sealed and stared venomously at the baffling old fool who dared look curious in the sight of the very presence of fear. The Doctor sighed and looked away. "I see. Silent treatment. Doesn't matter. That's behind me now."

"That was at least twenty years ago."

"Just happened from where I'm standing. You're in a time machine. My time machine."

Pitch barred his teeth. Really he was trying desperately to hold onto whatever control he thought he had in the conversation, but it was wavering before his very eyes. What was going on here? He frowned and summoned his shadowy blade, gripping the lengthy, foreboding weapon for support.

The Doctor hummed and started to walk toward a set of steps to the main level. "Oh, have I actually done it, then? Frightened Pitch Black, the 'Boogeyman'?" He raised his hands and waved his fingers as he spoke.

Normally Pitch would be furious with such outright mockery. The shock of this man knowing about him, seeing him, still wasn't making any sense to him. "Who are you?"

The Doctor paused halfway down the stairs, both arms casually leaning against the side rails. He fixed Pitch Black with a steady gaze. "I'm the Doctor. I know you are the Boogeyman. I know you've been around a long time, but then, so have I. And I've always known about you."

"Always?" Pitch hissed.

"You're the one hiding under beds. The thing that scares all the children of the world, trying to get their attention. You and I both know how fear works, but I think it's safe to say neither of us always get it right. After all, you've got to be a pretty dark person to enjoy handing out nightmares to little children. Just a fair bit of warning, Pitch Black ..."

The Doctor stepped down to the main level and faced the King of Nightmares head on. His calm, even gaze locked onto Pitch's shocked face. "You try and pull any stunts that puts even one person in actual danger, you'll not just be answering to those Guardians of Childhood. Because I know you're real, too. I believe in you. And I'm _not_ afraid of you."

The statement seemed to slam into Pitch with all the force of an asteroid striking Earth. Wordlessly, he stepped backwards and melted into the closest shadows he could find, reappearing on a dark rooftop. His weapon vanished and he doubled over, gasping for breath. True shock gripped him. How bizarre. All he'd ever wanted was to be believed in. The last thing he expected was a stranger in a blue box who seemed to know a little too much about him. How anyone could say with such certainly that they both believed in him and yet had no fear of him, he didn't comprehend. But he didn't doubt the Doctor's statement, either. Something told him it would be foolish to pursue the Doctor's fears.

An odd mechanical wheezing reached his ears. He hurried to the edge of the rooftop. From here he should have been able to see the Doctor's blue box clearly. The area where it had stood was now empty, the unknown sound fading into the night.

Pitch Black slowly folded his hands behind his back before shaking his head. It would take some time and a good amount of pondering to discern exactly what these two encounters with the Doctor meant, but one thing was absolutely clear.

He didn't like being afraid.

* * *

 ** _Author's Note_ : The idea of Pitch Black from Rise of the Guardians being somehow involved during the episode of _Listen_ from Doctor Who was an interesting idea to me. Pitch's character seems perfect for the whole theme of fear, and I had fun trying to imagine how a meeting between him and the Doctor would turn out. Originally I thought I'd write Pitch Black being the true hider under the blanket, but that idea was rejected. So instead, we're left with this random little oneshot. **

**Also, let it be remembered that I don't own either categories for this story. I used part of the dialogue from the Doctor Who episode _Listen_ with the intent of showing how Pitch Black would react to what was being said, despite whatever minor differences may have shown up. **

**_Writers appreciate hearing feedback for their work!_ Please let me know what you think. **


End file.
